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BNT
BNT
BNT - Bonatla - Provisional reviewed abridged consolidated results for the
year ended 31 December 2009
BONATLA PROPERTY HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration Number 1996/014533/06
Share Code: BNT
ISIN Number: ZAE000013694
("Bonatla" or "the company")
PROVISIONAL REVIEWED ABRIDGED CONSOLIDATED RESULTS FOR THE YEAR ENDED 31
DECEMBER 2009
STATEMENT OF FINANCIAL POSITION
As at As at
31 December 31 December
2009 2008
12 months 12 months
Reviewed Audited
Note R`000 R`000
ASSETS
Non-Current assets 157,596 54,270
Goodwill 4 4,411 1,150
Prepayments 5 56,245 38,212
Investment property 6 20,750 14,900
Deposit 7 50,000 -
Intangible assets 8 1,286 5
Property, plant and equipment 9 24,904 3
Current assets 3,296 2,837
Trade and other receivables 2,170 2,266
Prepayments - current portion 582 394
Cash and cash equivalents 544 177
Non-current assets held for sale 14,900 -
Total assets 6 175,792 57,107
EQUITY AND LIABILITIES
Equity capital and reserves 150,577 31,137
Share capital 10 250,510 83,926
Shares to be issued 1,900 46,700
Accumulated loss (101,833) (99,489)
Non-current liabilities 20,055 20,186
Borrowings - long term 19,208 18,567
Deferred taxation 847 1,619
Current Liabilities 5,160 5,784
Borrowings - short term 2,034 1,560
Trade and other payables 3,126 4,224
Total equity and liabilities 175,792 57,107
cents cents
Net asset value per share 31.45 12.13
Net tangible asset value
per share 30.26 11.69
Shares in issue
(including to be issued) 10 478,851,978 256,596,954
STATEMENT OF COMPREHENSIVE INCOME
For the For the
12 months 12 months
ended ended
31 December 31 December
2009 2008
Reviewed Audited
R`000 R`000
Revenue 2,163 196
Other income 11 54 1,198
Operating costs (4,403) (6,121)
Operating (loss) (2,186) (4,727)
Results from operating
activities (2,186) (4,727)
Interest received 19 -
Finance charges 12 (909) (1,853)
Loss before taxation (3,076) (6,580)
Taxation 13 732 8
(Loss) after taxation (2,344) (6,572)
cents cents
Reconciliation of headline
earnings:
(Loss) after taxation (2,344) (6,572)
Headline (loss) (2,344) (6,572)
Earnings per share
information
(Loss) per share (0.70) (3.55)
Diluted (loss) per share (0.70) (2.77)
Headline (loss) per share (0.70) (3.55)
Diluted headline (loss) per
share (0.70) (2.77)
Weighted average shares in
issue for basic and headline
(loss) per share 10 332,788,563 185,346,954
Weighted average shares in
issue for diluted (loss)
per share 332,788,563 237,399,550
STATEMENT OF CHANGES IN EQUITY
Convertible Retained
preference earnings /
Share Share Share Shares to (Accumulated
Capital Capital Premium be issued loss) Total
R`000 R`000 R`000 R`000 R`000 R`000
GROUP
Balance at 1
January 2008 1,853 287 81,786 44,200 (92,917) 35,209
Shares to be issued 7,700 7,700
Shares to be issued
- cancelled (5,200) (5,200)
Net loss for the
twelve months (6,572) (6,572)
Balance at 31
December 2008 1,853 287 81,786 46,700 (99,489) 31,137
Shares issued 2,708 163,876 166,584
Shares to be issued,
now issued (46,700) (46,700)
Shares to be issued 1,900 1,900
Net loss for the year (2,344) (2,344)
Balance as at 31
December 2009 4,561 287 245,662 1,900 (101,833) 150,577
ABRIDGED CASH FLOW STATEMENTS
12 months 12 months
As at As at
31 December 31 December
2009 2008
Reviewed Audited
R`000 R`000
Cash outflows from
Operating activities (2,667) (4,325)
Cash absorbed by operations (1,718) (2,466)
Interest paid (909) (1,853)
Normal taxation paid (40) (6)
Cash inflows/(outflows) from
Investing activities 19 (8,113)
Interest received 19 -
Payments for investment property - (13,281)
Cancellation of prepayment for
Sable acquisition - 5,200
Net movement in goodwill and
intellectual property - (32)
Cash inflows from
financing activities 3,015 12,497
Proceeds from equity shares
to be issued 1,900 7,700
Cancellation of shares to be issued - (5,200)
Proceeds from interest-bearing
borrowings 1,115 9,997
Net increase in cash
And cash equivalents 367 59
Cash and cash equivalents
at the beginning of the year 177 118
Cash and cash equivalents
at the end of the period 544 177
COMMENTARY
1. Basis of preparation
The reviewed results for the year ended 31 December 2009 and the audited
results for the year ended 31 December 2008 (prepared in accordance with IAS
34 - Interim Financial Reporting) have been prepared in accordance with
accounting policies consistent with International Financial Reporting
Standards and with those applied in previous periods.
2. Segmental Analysis
Assets
31 December 31 December
2009 2008
R`000 R`000
Property investment - leisure 56,818 38,606
Property investment - industrial 66,032 15,757
Property investment - commercial
and retail 50,000 -
Holding company 2,942 2,764
Consolidated 175,792 57,107
Liabilities
31 December 31 December
2009 2008
R`000 R`000
Property investment - leisure - -
Property investment - industrial 8,017 9,077
Property investment - commercial
and retail - -
Holding company 17,198 16,893
Consolidated 25,215 25,970
Segment revenues and results by reportable segment: income statement
Revenue
31 December 31 December
2009 2008
R`000 R`000
Continuing operations
Property investment - leisure - -
Property investment - industrial 2,181 -
Property investment - commercial
and retail - -
Holding company 36 1,394
Total revenue 2,217 1,394
Results
31 December 31 December
2009 2008
R`000 R`000
Property investment - leisure (488) (448)
Property investment - industrial 1,241 -
Property investment - commercial
and retail - -
Holding company (2,939) (4,279)
Results from operating activities (2,186) (4,727)
Investment revenue 19 -
Finance charges (909) (1,853)
Loss before taxation (3,076) (6,580)
3. Results
Due to the late re-listing of Bonatla shares on the JSE on 17 August 2009, the
comparison of actual results to the forecast results in the circular dated 27
July 2009 is irrelevant. The loss after tax of R2,344 million includes various
circular and re-listing expenses.
The results for the year ended 31 December 2009 have been reviewed by Nolands
Inc. and their unmodified review report is available for inspection at the
Company`s registered office.
4. Goodwill
The increase of R 3,261 million relates to the goodwill on the acquisition of
the Sable business - see Note 16
5. Prepayments
A further 24,400,000 ordinary shares at 75 cents (R18,300 million) were issued
to the Amahlubi trust in terms of the circular dated 11 April 2009.
R`000
6. Investment property
The Investment property in Morgan Creek
Properties Ten (Pty) Ltd is up for sale
and consequently has been moved to non-current
assets held for sale (14,900)
Investment property - Karbotek transaction
(see Note 16) 20,750
Increase 5,850
7. Deposit
Non-refundable deposit paid in terms of
the VLC acquisition (see Note 16) 50,000
8. Intangible assets
Intellectual property - Sable acquisition
(see Note 16) 1,000
Computer software - Sable acquisition
(see Note 16) 286
1,286
9. Property, plant and equipment
Plant and equipment - Karbotek acquisition
(see Note 16) 24,250
Computers, scanners etc - Sable acquisition
(see Note 16) 653
Computers (existing) 1
24,904
10. Share capital
At the shareholders` meeting held on 4 May 2009, approval was given to
increase the authorised ordinary share capital to 2,000,000,000 shares to
provide for funding of future acquisitions through the issue of shares. The
articles of association were also amended to include the terms of the non-
participating, non-redeemable, non-cumulative compulsory convertible
preference shares to be issued in part satisfaction of the purchase price of
the acquisition of 200,000 square metres of bulk and certain improvements
thereon located at the Durban Waterfront development.
Reconciliation
Shares issued - 31 December 2008 185 346 954
Shares issued in 2009
Morgan Creek acquisition 19 250 000
Amahlubi acquisition 32 512 000
Umsuluzi acquisition 44 400 000
Karbotek acquisition 60 000 000
VLC / Durban Point acquisition 100 000 000
Sable acquisition 12 093 024
Arcay - settlement of liability 2 500 000
456 101 978
Shares to be issued
Private placement 22 750 000
478 851 978
11. Other income
Proceeds of R1.198 million from a policy surrendered in 2008.
12. Finance charges
No interest was charged on the loan of R13,521 million from CDA Property
Consultants (Pty) Ltd during 2009 and interest will resume in 2010. Had
interest been charged on this loan, the loss would have increased by R2,181
million to R4,525 million and the effect of this interest payable on the loss
and the headline loss per share would be 0.66 per share.
13. Taxation
Deferred tax on the revaluation of investment property was changed from 28% to
14% as the investment property has been reclassified as non-current assets
held for sale.
14. Related parties
The immediate parent and ultimate controlling party of the group is Bonatla
Property Holdings Limited which is incorporated in the Republic of South
Africa.
Transactions between the company and its subsidiaries, which are related
parties of the company, have been eliminated on consolidation.
For the For the
12 months 12 months
ended ended
31 December 31 December
2009 2008
R`000 R`000
Transactions between the group
and other related parties are
as follows:
CDA Property Consultants
(Pty) Limited
- asset management and
property management fee 72 660
- loan account balance (13 521) (13 088)
- loan account balance 500 500
- interest on loan account - 1 421
Rara Avis Property
Investments (Pty) Ltd
- loan account balance (1 388) -
- interest on loan account 37 -
Gemini Moon Trading (Pty) Ltd
- loan account balance (47) (131)
- interest on loan account 16 23
C Douglas is a director and shareholder of CDA Property Consultants (Pty) Ltd
and Rara Avis Property Investments (Pty) Ltd and a shareholder of Gemini Moon
Trading (Pty) Ltd. C Douglas is related to the director, RL Rainier and is
also a cheque signatory on Bonatla Property Holdings Limited`s bank account.
For the For the
12 months 12 months
ended ended
31 December 31 December
2009 2008
R`000 R`000
Compensation of key personnel
Executive directors - salaries 695 580
- fees - -
Non executive directors - fees - -
695 580
15. Post balance sheet events
Bonatla has purchased 100% of the shares and claims in nine property owning
companies totalling R222 million. Special resolutions have been registered by
the Sellers and Bonatla`s shareholders have given unconditional and
irrevocable undertakings to vote in favour of these acquisitions.
The value of the nine property owning companies is R 222,466 million with four
of the property owning companies having bonds of around R 34,898 million.
A Section 311 is presently being concluded and once finalised, an acquisition
circular will be issued for approval by Bonatla shareholders.
16. Acquisition.
The following transactions took place:-
Cambridge Park Mall (Pty) Ltd purchased 100% of the shares and the claims of
the company owning the Karbotek land and buildings and plant.
New Adventure Investments 72 (Pty) Ltd purchased the Sable document, storage,
scanning and franchise business.
100% of the shares and claims in VLC Commercial and Industrial Properties
(Pty) Ltd was purchased. VLC has an irrevocable and unconditional right to
purchase 100% of the shares and claims in the ultimate Holding company which,
through subsidiaries, has a 50% share in the vacant land situated at the
Durban Point waterfront. A non-refundable deposit has been given to ensure
that the transaction should proceed. This was disclosed in the circular issued
on 27 July 2009 and was approved by Bonatla shareholders.
For the For the
12 months 12 months
ended ended
31 December 31 December
2009 2008
R`000 R`000
Karbotek acquisition
- Investment Property 20,750 -
- Property, plant and equipment 24,250 -
Purchase consideration 45,000 -
Issued - 60 million ordinary
shares at 75 cents per share 45,000 -
VLC acquisition
- Deposit 50,000 -
Purchase consideration 50,000 -
Issued - 100 million ordinary
shares at 50 cents per share 50,000 -
Sable acquisition
Fixed assets 653 -
Computer software 286 -
Intellectual property 1,000 -
1,939 -
Issued - 12,1 million ordinary
shares at 43 cents per share 5,200 -
Goodwill 3,261 -
17. Dividends
No dividends were declared during the period.
18. Management and interim funding of the group
CDA Property Consultants (Pty) Ltd resigned as asset managers on 1 January
2009 and this function has been managed by the company during the period under
review.
19. Board of Directors
Mr DA Scott
Mr DWB King
Mr DA Johnston
Mr RL Rainier
Mr NG Vontas - Re-elected as director on 28 April 2009 in terms of Article 91
of the Articles.
Mr MH Brodie - Re-elected as director on 28 April 2009 in terms of Article 91
of the Articles.
Mr SST Ngcobo - Re-elected as director on 28 April 2009 in terms of Article 91
of the Articles.
20. Change of Auditors
In accordance with updated JSE listing requirements, Bester Viljoen Inc
resigned as auditors on the 13 February 2009 and Nolands Inc were appointed on
the same date.
21. Contingent liabilities
Litigation against Catalyst (Pty) Limited (`Catalyst")
Bonatla Property Holdings Limited("Bonatla") has instituted litigation against
Catalyst, who were the portfolio managers of Bonatla at the time that the
interest rate swap agreement with Nedcor was entered into. The interest swap
agreement was not disclosed to the directors of Bonatla by Catalyst. This
interest swap resulted in substantial diminution of shareholder value and
Bonatla is claiming R30 million from Catalyst.
Summons has been issued and a court date is expected to be allocated in 2010.
Litigation re Saxum
As a result of the conditions precedent as set out in the Saxum acquisition
agreement not being fufilled, Bonatla became liable for a penalty owing to
Saxum Group (Pty) Limited ("Saxum") amounting to R5 million. Bonatla paid R2
million of this in 2007 and security has been given for the balance.
On 2 October 2007, Saxum obtained an unapposed judgment against Bonatla for an
amount of R4 million.
Bonatla has applied for the recission of the judgment granted to Saxum.
The legal proceedings are in place and are expected to be resolved in 2010.
Bonatla`s attorneys are confident of the positive resolution of the matter.
Litigation re The Bebinchand Seevnarayan Trust ("The Trust")
The Trust undertook to advance an amount of R35 million to Bonatla as a
bridging loan during 2007. Bonatla was liable for both interest and a fee of
R3 million, of which R1,5 million was paid. To date, no amount has been paid
to Bonatla in terms of the loan agreement. Bonatla is consequently suing The
Trust for the return of the R1,5 million due to non-performance by The Trust.
The court case should happen in 2010.
The attorneys of Bonatla are confident of a favourable conclusion to this
matter.
Litigation re the Durban Point Waterfront acquisition.
Legal action has been instituted to prevent the ultimate transfer of the
200,000 sq. metres to Bonatla and a legal opinion has been obtained which
indicates that this claim is spurious and has no chance in succeeding in a
court of law.
22. Future prospects
A circular detailing the acquisition of nine property owning companies, the
Kimberley leasehold land, the Ruitersvlei wine farm, the Illovo office block
and the Mhinga game farm will commence shortly and will be submitted to
shareholders for their approval.
Once these transactions are approved and become effective, the profits and
cash flows of the Bonatla group will be greatly enhanced.
23. Renewal of cautionary announcement
Shareholders are referred to the previous cautionary announcements dated 25
February 2007, 16 April 2007, 17 May 2007, 6 September 2007, 2 July 2008, 4
July 2008, 14 August 2008, 25 September 2008, 30 September 2008, 11 November
2008, 6 January 2009, 18 February 2009, 24 June 2009, 28 August 2009, 30
September 2009, 12 November 2009, 4 January 2010, 27 January 2010 and 10 March
2010 respectively, and are advised that certain negotiations referred to
therein are still in progress. Shareholders are accordingly advised to
continue to exercise caution in dealing with Bonatla shares until a further
announcement in this regard is made.
14 April 2010
Johannesburg
Directors:
MH Brodie, DA Johnston, SST Ngcobo, DA Scott, DWB King, (CF de Lange -
alternate), RL Rainier, NG Vontas
Registered address:
623 Prince George Ave, Brenthurst, Brakpan, 1541
Company Secretary:
Gold Equity Registrars C.C.
Transfer Secretaries:
Computershare Investor Services (Pty) Ltd
Auditors:
Nolands Inc.
Sponsors:
Arcay Moela Sponsors (Pty) Ltd
Date: 14/04/2010 17:05:01 Produced by the JSE SENS Department.
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